UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) March
20, 2013
Cross Country Healthcare, Inc.
(Exact
name of registrant as specified in its charter)
Delaware | 0-33169 | 13-4066229 | ||||
(State or Other |
(Commission |
(I.R.S. Employer |
||||
of Incorporation) |
File Number) |
Identification No.) |
6551 Park of Commerce Blvd., N.W., Boca Raton, FL 33487
(Address
of Principal Executive Office) (Zip Code)
(561) 998-2232
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On March 20, 2013, the Board of Directors
of Cross Country Healthcare, Inc. (“Cross Country” or the “Company”)
appointed William J. Grubbs as President and Chief Operating Officer and
a director of Cross Country, effective April 1, 2013. Mr. Grubbs will
become Chief Executive Officer of the Company when the Company’s current
Chief Executive Officer, Joseph Boshart, retires on or about July 29,
2013.
Mr. Grubbs, age 54, served as Executive Vice President and
Chief Operating Officer of TrueBlue, Inc., a staffing company, from
October 2012 through March 2013. From 2005 through 2011 Mr. Grubbs held
various senior executive positions with SFN Group, Inc., a staffing
company formerly known as Spherion Corporation. Mr. Grubbs holds a B.S.
degree in Computer Science from the University of New Hampshire.
On
March 20, 2013, the Company entered into an employment agreement (the
“Agreement”) with Mr. Grubbs pursuant to which, on April 1, 2013, Mr.
Grubbs will initially become President and Chief Operating Officer and a
director. On or before July 31, 2013, Mr. Grubbs will become Chief
Executive Officer, replacing Mr. Boshart in such position. The initial
term for the Agreement expires on March 31, 2016, subject to automatic
renewal for successive one-year terms unless prior to the end of any
renewal term either party has given at least 90 days prior written
notice of the intention not to renew the Agreement. The Agreement
provides for an annual base salary of $500,000 increasing to $550,000 on
the date Mr. Grubbs becomes Chief Executive Officer. The salary is
subject to annual review by the Compensation Committee of the Board and
Mr. Grubbs is eligible to receive an annual bonus of up to 100% of his
base salary based on the level of achievement of performance goals to be
established by the Compensation Committee. Mr. Grubbs is eligible to
participate in all benefit plans and fringe benefit arrangements
available to the Company’s senior executives. If Mr. Grubbs’ employment
is terminated by the Company without cause or Mr. Grubbs terminates his
employment for Good Reason (as defined in the Agreement), he will be
entitled to a severance payment equal to one year’s base salary plus a
pro rata portion of the bonus, if any, earned with respect to the year
in which such termination occurred. Effective with the commencement of
Mr. Grubbs’ employment, the Compensation Committee will grant Mr. Grubbs
restricted shares with a value of $250,000 as well as 50,000 stock
appreciation rights.
The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed hereto as Exhibit 10.1 and is
herein incorporated into this current report on Form 8-K by reference.
Item 8.01 | Other Events |
On March 21, 2013, the Company issued a press release announcing
the appointment of William J. Grubbs as its President and Chief
Operating Officer. A copy of the press release is attached to this Form
8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
|
Exhibit |
Description |
10.1 | Employment Agreement dated March 20, 2013 by and between Cross Country Healthcare, Inc. and William J. Grubbs. |
99.1 |
Press Release dated March 21, 2013 issued by Cross Country Healthcare, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CROSS COUNTRY HEALTHCARE, INC. |
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Dated: |
March 22, 2013 |
By: |
/s/ Joseph A. Boshart |
|
Name: Joseph A. Boshart |
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Title: Chief Executive Officer |
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